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YOU MUST CAREFULLY READ THIS GOTIPATH MASTER SERVICES AGREEMENT (“AGREEMENT” or “MSA”) BEFORE SIGNING, EXECUTING OR OTHERWISE PLACING YOUR SERVICE ORDER FOR GOTIPATH SERVICES. BY ORDERING GOTIPATH SERVICES YOU AGREE TO BE BOUND BY THE LATEST AMENDED VERSION OF THIS AGREEMENT.

This Agreement is entered into between Nusratech Pte Ltd., incorporated under laws of Bangladesh, established and having its registered office at House-23 (3rd Floor), Road-12, Block-B, PC Culture Housing Society, Adabar, Mohammadpur PS, Dhaka-1207, Bangladesh (hereinafter referred to as “Gotipath”), and you, the Customer, who placed the Service Order, executed a similar document with reference to this Agreement or otherwise ordered Gotipath Services (hereinafter referred to as “Customer”). Gotipath and Customer are hereinafter referred to individually as a “Party”, or collectively as the “Parties”.

“Acceptable Use Policy” (AUP) means the policy currently available at https://www.gotipath.com/legal/, as it may be updated by Gotipath from time to time.

“Accepted” or “Acceptance” means a Party’s authorized execution and acceptance of a document.

“Affiliate” means an entity directly or indirectly Controlled by, Controlling or under common Control with a Party, now or in the future.

“Change of Control” means one or more transactions whereby (a) Control of a Party is transferred, directly or indirectly, whether by operation of law or otherwise, (b) all or substantially all of such Party’s assets or equity securities are acquired by a person, firm or entity or (c) such Party is merged or consolidated with or into another entity; provided, that, in any case, such Party’s equity owners of record immediately before such transaction(s) will, immediately after such transaction(s), hold less than 50% of the voting power of the succeeding, acquiring or surviving entity.

“Control”: an entity will “Control” another entity when it owns more than 50% of the equity or other voting interests, or otherwise has management and operational control.

“Customer Content” means content, software, data, video or information of Customer and/or End Users, including third-party content, software, data and equipment, provided or made available to Gotipath for storage, delivery or otherwise in connection with Services.

“Customer Data” includes all data that identifies Customer, or their respective End Users. Customer Data may include Customer name, employee contact information, End User Data, data necessary for account establishment, billing data or content transmission data when such data identifies Customer.

“Days” means calendar days unless otherwise indicated.

“Downtime” means complete unavailability of Services as defined in the applicable SLA.

“Effective Date” means a date when this Agreement enters into legal force.

“End User” means a subscriber, member, end-user, customer or other visitor of an online site or service owned and/or operated by Customer.

“End User Data” includes End User name, address, contact information, usage, billing or any other data that personally identifies authorized End Users of the Services.

“Fees” mean fees and charges associated with Services to be performed.

“Free Service Period” means the period defined in subsection 2.11.

“Initial Subscription Term” means the term defined in subsection 15.1.

“Intellectual Property Rights” means all patents, copyrights, trade secrets, trademarks and trade names, goodwill and marketing rights related thereto, works of authorship, inventions, discoveries, improvements, enhancements, methods, processes, formulas, designs, techniques, derivative works, know how, all other intellectual property or proprietary rights (registered or not) and equivalents or similar forms of protection existing worldwide, and all applications for and registrations in such rights.

“Master Services Agreement” (MSA) means this agreement concluded between Gotipath and Customer.

“MRC” means all monthly recurring charges.

“Privacy Policy” is a policy attached hereto as Exhibit 4, or agreed otherwise by the Parties

“Renewal Term” means the term defined in subsection 15.1.

“Quotation” means a non-binding proposal communicated to Customer, specifying Services to be performed and the associated fees and charges (collectively “Fees”). Upon Customer’s approval of a Quotation, Gotipath will send to Customer a Service Order for Acceptance.

“Scheduled Maintenance” means that Gotipath or any of its subcontractors will from time to time carry out routine maintenance or improvements to the network, software, facilities, servers, network equipment or other technical equipment required for the provision of the Services.

“Service Credit” means a credit for a Downtime.

“Service Order” means a service specification, price, quantity and Customer commitment for Gotipath services.

“Service Start Date” means the Service start date set forth in the applicable Service Order.

“Service Level Agreement” (SLA) means all service level agreements that we offer with respect to the Gotipath Services, currently available at https://www.gotipath.com/legal/, as it may be updated by Gotipath from time to time.

“Services” means all of the Gotipath services as set forth in any applicable Service Order that Gotipath provides to Customer pursuant to this Agreement.

“Services Specification” means the rights, limitations and restrictions and other service specific details for particular Services, currently available at https://www.gotipath.com/legal/, as it may be updated by Gotipath from time to time.

“Taxes” means any applicable foreign or domestic taxes, tax-like charges, tax-related charges and other charges or surcharges assessed in connection with Services, including all excise, use, sales, value-added and other fees, surcharges and levies.

“Term” shall have the meaning as given to it in section 15.

2.1 Gotipath will provide Services to Customer as specified in a Service Order, subject to the terms and conditions herein. Upon Customer’s approval of a Quotation, Gotipath may send a Service Order draft to the Customer. The Service Order is revocable for Gotipath, until signed by both Parties. Gotipath will not be bound to provide Services until the applicable Service Order is executed by the Parties. However, if Customer begins using Services before the Service Start Date in an applicable Service Order, the provision and use of such Services nonetheless will be governed by the terms of this Agreement.

Customer can also order Services by activating them through the Customer’s account on Gotipath’s website or other system operated by Gotipath. By activating such Services, Customer consents to the prices indicated.

2.2 Customer acknowledges that Gotipath (a) does not own or control all local circuit links, leased co-location spaces, leased space cross-connects, Internet service providers (“ISP”) providing connectivity to Gotipath, other networks outside the connectivity to Gotipath or ISPs, or the Internet and except as set forth in the SLA, Gotipath will not be responsible for performance or non-performance within such networks or within non-Gotipath operated interconnection points between the connectivity and other networks, (c) will not be responsible for, and expressly disclaims any liability arising from, any such materials or other data accessible on the Internet or for any actions taken on the Internet.

2.3 Gotipath may at any time, and without notice, use the services of one or more Affiliates, suppliers or sub-contractors in connection with the performance of its obligations under this Agreement, and Customer’s obligations to Gotipath extend to those parties when acting on Gotipath’s behalf.

2.4 To be eligible for a Service Credit under the SLA as defined there, Customer must be in good standing with no delinquent invoices, in addition to any other SLA requirements.

2.5 Given the nature of the Services, Customer, and not Gotipath, is solely responsible for (i) all bandwidth abuse, theft or other unauthorized usage or activity occurring on Customer ‘s account (e.g., leeching or hotlinking/direct linking to content), (ii) all resulting Fees and costs, (iii) implementing any monitoring, defensive or protective tools or measures (whether offered by Gotipath or a third party) related to Customer’s account and (iv) regularly monitoring all usage of bandwidth and Services and other activity on Customer’s account. Gotipath makes available to Customer, through the Gotipath reporting tools, data regarding Customer’s billable usage of bandwidth or Services; but Gotipath is not responsible for notifying Customer of usage or activity patterns occurring on Customer’s account.

2.6 Gotipath may modify the configuration of the Services, provided such modifications are necessary due to technical, economic or regulatory developments or to maintain the quality standard of Services and such modification will not affect the essential characteristic features of Services ordered. In such event, Gotipath shall use commercially reasonable efforts to notify Customer prior to any such modification becoming effective. Customer’s continued use of Services following the modification will constitute Customer’s acceptance of the modification.

2.7 Scheduled Maintenance may cause interruptions to the Services in part or as a whole.

2.8 Gotipath may carry out Scheduled Maintenance which is unlikely to affect the Services at its own discretion and without notice. Insofar as Scheduled Maintenance will likely cause interruptions to the Services in part or as a whole or any other problems for the Customer, Gotipath will notify Customer at least seven (7) Days in advance or with as much advance notice as reasonably possible in the event that Gotipath receives a maintenance notification from an underlying provider. The notification will include time and date, duration and description of any such work. Notwithstanding the foregoing, if Gotipath reasonably believes that timely providing such notice would result in an unacceptable risk of a defect, damage or loss of integrity to the Gotipath’s network or equipment, Gotipath may perform such work and may serve notice to Customer of the need to perform emergency maintenance on the network or equipment with a notice period reasonable under the given the circumstances.

2.9 Irrespective of the actual duration of the usage of a Service by Customer, Gotipath charges Customer for the full month of such Service, starting from the calendar month in which such Service was activated.

2.10 For the purposes of this Master Services Agreement, one Kbps is equal to 1,000 bits; one Mbps is equal to 1,000 Kbps; one Gbps is equal to 1,000 Mbps etc; one KB is equal to 1,000 bytes; one MB is equal to 1,000 KB; one GB is equal to 1,000 MB; one TB is equal to 1,000 GB; one PB is equal to 1,000 TB etc.

2.11 Gotipath may offer trial versions of the Services free of charge for a specified time period (“Free Service Period”). Please note that the Free Service Period shall be applied independently from any other free trials and/or free tariffs which may be offered by Gotipath. The Free Service Period will expire at the earlier of (a) the end of the Free Service Period; (b) the start date of Initial Subscription; (c) termination of the Agreement and/or suspension of Services; or (d) termination of the Free Service Period by Gotipath in its sole discretion. For the avoidance of doubt, any Free Service Period shall not extend Initial Subscription Term or Renewal Term unless otherwise specified in the Service Order or expressly indicated in writing by Gotipath. Gotipath will have no liability for any harm or damage arising out of or in connection with any use of the Services during the Free Service Period.

2.12 The Free Service Period is intended exclusively for the personal use by private individuals. After the Free Service Period is expired, all data, including Customer Data and/or Customer Content may be permanently erased. Without prejudice to any other provision of this Agreement and/or AUP, during the Free Service Period the Customer is not allowed to:

(a) Use any Service for serving video or a disproportionate percentage of pictures, audio files, or other non-HTML content (if applicable);

(b) Use any Service for commercial or professional purpose;

(c) Resell and/or engage in any sub-contracting of the Services.

2.13 Gotipath may at its own discretion and without notice change the terms and conditions of the Free Service Period and introduce any restrictions and limitations.

3.1 As between the Parties, Customer is solely responsible for any Customer Content stored, reproduced, displayed or distributed using Services. All use of Services, unless otherwise indicated in a Service Order, is governed by the AUP, which is made a part of this Agreement.

3.2 If Gotipath determines, in its sole reasonable discretion, that Customer Content or Customer’s use of Services violates the AUP or otherwise adversely impacts the Services, Gotipath reserves the right to take remedial measures including blocking or disabling access. Gotipath will use commercially reasonable efforts to limit the measures to the extent necessary to resolve the adverse impact without undue interruption of Services. The Parties will work together in good faith to resolve the problems or issues causing, in whole or part, the adverse impact.

4.1 For Services to function as intended, Customer must cooperate in good faith with Gotipath to configure and enable Services. When Customer elects to send or receive Customer Content using Services, Customer is solely responsible for modifying its content identifiers, consistent with instructions that Gotipath provides, to enable Gotipath to deliver the selected content. This may include changing the alias information in Customer’s DNS record so that hostname addresses of page objects resolve to Gotipath’s servers.

4.2 Customer acknowledges that the timely and successful performance of Services requires good faith cooperation by the Customer. Therefore, Customer will (a) furnish all information reasonably requested by Gotipath, (b) comply with all laws, regulations, orders and statutes which may be applicable to Customer, and (c) timely perform its obligations as necessary to meet any schedule or deadline in the applicable Service Order. In the event that any failure by the Customer to comply with the provisions of this section 4 results in any delay, deficiency or interruption in the performance of Services, Gotipath shall not be deemed in breach of the applicable Service Order for such delay and Customer shall be responsible for any costs reasonably incurred by Gotipath in addressing and remedying such delay, deficiency or interruption.

4.3 The Services provided by Gotipath pursuant to this Agreement and under any Service Order shall only be used for purposes assumed under this Agreement, and in accordance with applicable local legislation, rules and regulations. Gotipath shall be entitled, at its reasonable option, to immediately suspend Services if in its sole opinion Services are being used in a manner that may result in liability or other damage for Gotipath.

5.1 Customer will pay to Gotipath all Fees incurred on Customer’s account in full, as set forth in this Agreement and any Service Order, without set-off, withholding or deduction by Customer. Gotipath may increase the Fees, including fees for Services with subscription terms, during annual price indexation. The maximum increase is the higher of (a) 5% or (b) the CPI index in Luxembourg for the previous year. The notification about the indexation will be made either by e-mail or a notice in Gotipath’s systems visible to the Customer. The increase can occur each year on the anniversary of the Service Start Date for a specific Service. For different Services separate Service Start Dates may apply.

5.2 All charges are exclusive of Taxes, Customer is solely responsible for all Taxes payable in connection with Services. If Customer provides Gotipath with a valid, duly executed tax exemption certificate, Gotipath will exempt Customer from Taxes in accordance with the law, effective on the date Gotipath receives the exemption certificate. If Customer is required by law to make any deduction or withholding from any payment due hereunder to Gotipath, then, notwithstanding anything to the contrary contained in this Agreement, the gross amount payable by Customer to  Gotipath will be increased so that, after any such deduction or withholding for taxes, the net amount received by Gotipath will not be less than Gotipath would have received had no such deduction or withholding been required.

5.3 Upon mutual Acceptance of a Service Order, Gotipath will begin billing Customer for MRC as of the Service Start Date. Gotipath will bill Customer for MRCs at the beginning of a calendar month for the Services provided in the previous month. Gotipath will invoice Customer for any overage and other usage charges, if applicable, the following month the usage occurred.

5.4 All Fees will be billed and payable in euros, unless otherwise mutually agreed in writing. Customer will pay all MRCs through the Term, regardless of whether or how much Customer uses the committed Services. If Gotipath cannot begin timely delivery of Services for any reason caused by Customer, Gotipath nonetheless may, in its sole discretion, begin billing Customer for MRCs as of the Service Start Date. Any Service Credit granted under the SLA for a Downtime will be applied to the next applicable invoice, against any charges for MRCs and/or overages.

5.5 Unless otherwise agreed to in writing by the Parties, Customer shall pay all invoices within fourteen (14) Days of the invoice date by transferring the invoiced amounts to the bank account designated on the invoice. All invoices may be provided to Customer electronically. In respect of all due and unpaid invoiced amounts, Gotipath reserves the right to charge (i) in addition to the legal interest, an interest of one and three-quarters percent (1.75%) per month of all invoiced amounts from the due date as set out above until full and final payment of such amounts and (ii) reasonable collection costs incurred in respect of such unpaid invoiced amounts, including but not limited to reasonable legal expenses.

5.6 Prices indicated on the website of Gotipath are subject to change upon a 30 days’ notice by Gotipath to Customer via the Gotipath’s notification system. Such changes will not apply retroactively.

6.1 In case of Defects, the claim of Service Credits, as defined in the SLA, shall be Customer’s sole and exclusive remedy. Customer may contact Gotipath for notification of Defects by email (support@gotiapth.com).

6.2 Customer has to notify Gotipath in writing of any Defects immediately upon Customer’s discovery of the Defects. The notification has to contain a Defect report (“Defect Report”) to Gotipath that includes (a) Customer name and, as applicable, on-site technical contact information (telephone number, email address and hours of operation of the responsible Customer contact); (b) a reasonably detailed description of the Defect, together with any supporting information that Customer’s engineers believe will assist Gotipath in its diagnostic process (including e.g. time of first occurrence of Defect, affected systems, error messages etc.); and (c) the date and time that Customer identified the Defect for the first time.

All communication between Customer and Gotipath regarding Defect reports and remedying of Defects shall be in English.

6.3 Gotipath is not obliged to remedy Defects, and will not be held otherwise liable, and Service Credits will not be granted in connection with any failure or deficiency caused by or associated with the following, each an “Excluded Cause”: (a) equipment, software or other technology not provided by Gotipath; (b) Customer’s equipment, software or other technology, including without limitation the Customer’s servers; (c) use of Services other than agreed with Gotipath, in particular any use in violation of the Agreement; (d) actions, omissions or interventions by Customer or its agents, contractors or vendors, including without limitation, any negligence or willful misconduct; (e) any third party’s actions or interventions (excluding actions or interventions by Gotipath’s Affiliates); (f) Scheduled Maintenance, emergency maintenance or Customer-requested service interruptions; (g) failure in local access circuits or cross connects connecting the Customer to Gotipath’s network; (h) conditions at the Customer’s premises such as power supply, climate or housing; (i) false service outages and downtimes reported due to errors of any SLA measurement system; (j) an event of Force Majeure; and/or (k) the suspension, interruption or termination of Services in accordance with the Agreement.

6.4 Customer acknowledges that Customer shall reimburse Gotipath for any Services provided by  Gotipath if Gotipath was not obliged to provide this Services due to an Excluded Cause. In particular, Gotipath reserves the right to charge Customer for resources devoted by Gotipath to the receipt, investigation, troubleshooting and/or clearance of Defects reported by Customer that are not attributable to Gotipath (e.g., no Defect is found or the reported Defect is caused by an Excluded Cause). If a Defect reported by Customer is found not to be attributable to Gotipath, then Customer shall compensate Gotipath at Gotipath’s then current hourly rates (depending on the level of technical qualification of Gotipath’s personnel that investigated the alleged Defect) and for any expenses Gotipath may have incurred (e.g. for using Gotipath’s Affiliates and/or Gotipath’s subcontractors) when investigating and/or remedying the alleged Defect. Gotipath will invoice these charges for the Defect support and Customer shall make payment in accordance with the terms of the Agreement.

7. Grant of Rights, Intellectual Property

7.1 Gotipath grants to Customer, as applicable, the non-exclusive right to access and use the Services during the Term solely for the purposes of this Agreement. As between the Parties and subject only to the rights of use expressly granted by Gotipath herein, Gotipath retains all worldwide rights, title and interest in and to the Services, Gotipath equipment, network and methodologies, software or other Intellectual Property Rights embodied therein provided in connection with the Services, Gotipath Confidential Information, all revisions thereto, derivatives thereof and all Intellectual Property Rights therein, whenever developed. Customer will not, except insofar as permitted by applicable law, and will require End Users to not, either directly or indirectly, reverse engineer, decompile, disassemble or otherwise attempt to derive source code or other trade secrets from Services or Gotipath Confidential Information. Customer will provide reasonable assistance to Gotipath, at Gotipath’s cost, to secure protection of Gotipath’s Intellectual Property Rights, including assistance in preparing and filing applications, registrations, assignments and other instruments to perfect title.

Customer grants to Gotipath, and its agents, suppliers and subcontractors, the non-exclusive right to access and use, ingest, reproduce, format, store, distribute, display, perform and make modifications to Customer Content, including encoding, decoding, translating, compressing, decompressing, encrypting, decrypting, repackaging, encapsulating, de-encapsulating, chunking, segmenting, storing, transmitting, distributing, making derivative works of and otherwise managing instances of such Customer Content and associated metadata, solely for the purposes of this Agreement. The foregoing license includes the creation, storage, duplication, modification and distribution of packages that include Customer Content in connection with the performance by Gotipath of the Services requested by Customer pursuant to this Agreement. As between the Parties and subject only to the licenses expressly granted by Customer herein, Customer or End Users, as applicable, retain all rights, title and interest in and to Customer Content, Customer Confidential Information and other Customer Intellectual Property Rights. Except insofar as permitted by applicable law, Gotipath will not, either directly or indirectly, reverse engineer, decompile, disassemble or otherwise attempt to derive source code or other trade secrets from Customer Content or Customer Confidential Information.

8.1 In relation to the processing of any personal data under or in relation to this MSA, each Party agrees to comply with its respective obligations under the European Regulation 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC (the “General Data Protection Regulation”) and local laws and regulations where applicable (together with the General Data Protection Regulation, the “Data Protection Laws”) and to co-operate with the other Party in putting in place any procedures or documents as may be required in this regard.

8.2 Customer acknowledges that Gotipath, its Affiliates and their respective agents will, for the purpose of the provision of Services, come into processing of Customer Data. However, Customer shall remain the data controller for the purposes for the applicable data protection laws with Gotipath, its Affiliates and their respective agents having only the functions of data processor acting on behalf of Customer.

8.3 Gotipath will use reasonable technical and organizational measures to protect Customer Content and Customer Data against accidental or unlawful destruction or accidental loss, alteration, unauthorized disclosure or access and against other unlawful forms of processing. Customer will provide Gotipath with direction as to processing of the Customer Content and Customer Data in accordance with Customer’s then current privacy policy and other privacy laws, rules and regulations applicable to Customer. Without prejudice to subsection 8.4, all use of Customer Data by Gotipath will be at Customer’s direction and solely on behalf of Customer, including as set forth in this Agreement.

8.4 Customer acknowledges and agrees that Gotipath, its Affiliates and their respective agents may use, process and/or transfer Customer Data (including transfers to entities in non EEA countries that do not offer an adequate level of protection for the processing of personal data as required under the EU Directive 95/46/EC (prior to May 25, 2018) and the General Data Protection Regulation (GDPR) 2016/679 (from May 25, 2018), as may be amended and replaced in the future): (i) in connection with the provision of Services; and (ii) to incorporate Customer Data into databases controlled by Gotipath and its Affiliates for the purpose of administration, provisioning, billing and reconciliation, verification of Customer identity and solvency, maintenance, support and product development, fraud detection and prevention, sales, revenue and Customer analysis and reporting, marketing and Customer use analysis.

8.5 Customer warrants that it has obtained and will obtain all legally required consents and permissions from relevant parties (including data subjects) for the use, processing and transfer of End User Data and other Customer Data as described in this section. Customer shall comply with all applicable data protection laws, specifically execute all respective Model Contracts for the transfer of personal data to third countries and take other actions required. This shall include inter alia making notifications or obtaining authorisation from authorities of the relevant jurisdictions regarding the transfer of End User Data and other Customer Data by Gotipath outside the EU/EEA.

8.6 Customer will not provide to Gotipath any Customer Content: (a) that is inappropriate or unlawful; (b) contains viruses, worms, corrupt files, Trojan horses and other forms of corruptive code or any other content, which may compromise the Services or Gotipath’s network or equipment; (c) that violates the property rights of others, including unauthorized images, programs, trademarks or other Intellectual Property Rights; or (d) that has any links or connections to any of the above.

9. Processing by Gotipath as a Data Controller and Data Processor

9.1 The Parties understand that Gotipath may process Customer Data which qualifies as personal data under Data Protection Laws in order to incorporate such Customer Data into databases controlled by Gotipath and its Affiliates for the purpose of administration, billing and reconciliation, verification of Customer identity and solvency, maintenance, support and product development, fraud detection and prevention, sales, revenue and Customer analysis and reporting, marketing and Customer use analysis. In this regard, Gotipath in principle acts as a data controller and ensures that it will honor its obligations under Data Protection Laws.

9.2 In this context, the Customer is requested to kindly communicate the information below to the natural persons to whom the Customer Data relate (the “Data Subject(s)”) and/or to take note of such information to the extent that he/she is such a Data Subject.

9.3 The personal data collected and processed by Gotipath shall include: name, position, title, contact information (phone, email, physical or postal address etc.), connection data, localization data, IP addresses, browser data, account data, and employer information (the “Personal Data”).

9.4 In addition to transfers to Affiliates, Gotipath will transfer the Personal Data to several service provider(s) acting as data processor(s) (the “Data Processor(s)”) for the purposes of customer relations management (HubSpot Ireland Limited), marketing (Popcorn Metrics Limited, United Kingdom; Google Ireland Limited, Ireland), storage and transfer of information (Microsoft Ireland Operations Limited, Ireland), enterprise management, financial reporting and accounting (SAP Deutschland SE & Co. KG), internal communications and task tracking (Atlassian Pty Ltd, Australia; Slack Technologies Limited, Ireland), support (Intercom R&D Unlimited, Ireland; Zendesk Inc, United States). This list is subject to change, details can be obtained by sending a request to privacy@gotiapth.com The Data Subject acknowledges that the Data Processor(s) act(s) on the instructions of Gotipath and might have access to his/her Personal Data. The Data Subject further understand that his/her Personal Data might be disclosed to administration and public authorities, social security services, insurance, banking institutions, professional advisers and auditors of the Company (the “Recipients”).

9.5 The Data Subjects are hereby informed that the Data Processor(s) and the Recipients might be located inside or outside of the EU/EEA in countries which are not deemed by the European Commission to provide for an adequate level of protection, meaning that is equivalent to the protection afforded under European data protection standards. Gotipath has thus put in place contractual model clauses. The Data Subject may obtain a copy of such safeguard by sending a request to privacy@gotiapth.com

9.6 The Personal Data of the Data Subjects shall be saved for the duration of this MSA and moreover, the business relationship between the Parties, and for a period of ten (10) years following the termination thereof.

9.7 The Data Subject has the right to request access to his/her Personal Data. He/she may require that his/her Personal Data are rectified in case of error.

9.8 The Data Subject may also request that his/her Personal Data are erased or that data processing be restricted if the Personal Data may no longer be legitimately held or processed. The Data Subject further has a right of objection and a right to data portability under the conditions laid down under Data Protection Laws.

9.9 The Data Subject may exercise his/her rights by writing to Gotipath at the address mentioned on the first page of this MSA.

9.10 The Data Subject has the right to lodge a complaint with a supervisory data protection authority (for Luxembourg: Commission Nationale pour la Protection des Données).

9.11 The Parties understand that Gotipath may process Customer Data and End User Data which qualifies as personal data under Data Protection Laws in connection with the provision of the Services to Customer. The Parties agree that in this context, Customer will act as a data controller and Gotipath as a data processor, acting upon instruction and on behalf the Customer. Provided that the Customer, as a data controller, has a legal obligation to enter into a data processing agreement with its data processors, the Parties have concluded such Data Processing Agreement which is attached hereto as Exhibit 1 and which lays down the terms and conditions of the processing of personal data by Gotipath as a data processor.

9.12 For the avoidance of doubt, such Data Processing Agreement forms an integral and essential part of this MSA.

10.1 “Confidential Information” means, with respect to a Party (“Disclosing Party”), all non-public confidential information pertaining to such Party’s business (including such information of a Party’s subcontractor or a Party’s Affiliate), in particular information containing customer lists, customer information, technical information (including technical layouts and designs, configurations of cables, network etc.), pricing information, trade secrets, financial positions, customer communications or proposals, benchmarking information, satisfaction surveys or information relating to business planning or business operations and the terms of this Agreement including any Service Order. Gotipath and Customer will comply with this section 10 when exchanging Confidential Information under this Agreement, including any Service Order. Confidential Information will be designated and/or marked as confidential when disclosed. However, any information that the Party receiving such information (“Receiving Party”) knew or reasonable should have known, under the circumstances, was considered confidential or proprietary by the Disclosing Party, will be considered Confidential Information of the Disclosing Party even if not designated or marked as such.

10.2 The Receiving Party shall preserve the confidentiality of the Disclosing Party’s Confidential Information and treat such Confidential Information with at least the same degree of care that Receiving Party uses to protect its own Confidential Information, but not less than a reasonable standard of care. The Receiving Party will use the Confidential Information of the Disclosing Party only to exercise rights and perform obligations under this Agreement. Confidential Information of the Disclosing Party will be disclosed only to those employees of the Receiving Party with a need to know such information. Gotipath may, for the purpose of exercising rights and performing obligations under this Agreement, disclose Confidential Information of Customer also to Gotipath’s Affiliates and Gotipath’s subcontractors.

10.3 The Receiving Party shall not be liable to the Disclosing Party for the release of Confidential Information if such information: (a) was known to the Receiving Party on or before Effective Date without restriction as to use or disclosure; (b) is released into the public domain through no fault of the Receiving Party; (c) was independently developed solely by the employees of the Receiving Party who have not had access to Confidential Information; or (d) is divulged pursuant to any legal proceedings or otherwise required by law.

10.4 The Receiving Party’s obligation under this section 10 shall expire five (5) years after termination of this Agreement.

1. REPORTING CLAIMS OF COPYRIGHT INFRINGEMENT

We take claims of copyright or other intellectual property infringement seriously. We will respond to notices of alleged copyright infringement that comply with applicable law. If you believe any materials accessible through our services infringe your copyright, you may request removal of those materials (or access to them) by submitting written notification to the address designated below. (For the ease of reference, “copyrights infringement” for the purposes of this document also means violations of other intellectual property rights.)

Your written notice must include substantially the following:

1. Your physical or electronic signature.

2. Identification of the copyrighted work you believe to have been infringed or, if the claim involves multiple works, a representative list of such works.

3. Identification of the material you believe to be infringing in a sufficiently precise manner to allow us to locate that material.

4. Adequate information by which we can contact you (including your name, postal address, telephone number, and, if available, email address).

5. A statement that you have a good faith belief that use of the copyrighted material is not authorized by the copyright owner, its agent, or the law.

6. A statement that the information in the written notice is accurate.

7. A statement, under penalty of perjury, that you are authorized to act on behalf of the copyright owner.

If you fail to comply with all of the requirements your notice may not be effective.

Please be aware that if you knowingly materially misrepresent that material or activity is infringing your copyright, you may be held liable for damages (including costs and attorneys' fees).

If you believe that material you posted though our services was removed or access to it was disabled by mistake or misidentification, you may file a counter-notification with us (“Counter-Notice”) by submitting written notification to our copyright agent (identified below). The Counter-Notice must include substantially the following:

2. An identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access disabled.

3. Adequate information by which we can contact you (including your name, postal address, telephone number, and, if available, email address).

4. A statement under penalty of perjury by you that you have a good faith belief that the material identified above was removed or disabled as a result of a mistake or misidentification of the material to be removed or disabled.

5. A statement that you will consent to the jurisdiction of the competent court of Luxembourg for the judicial district in which your address is located, or if your address is outside of Luxembourg, the judicial district in which Nusratech Pte Ltd. is located, and will accept service of process from the claimant.

Completed Counter-Notices should be sent to:

House-23 (3rd Floor), Road-12, Block-B, PC Culture Housing Society, Adabar, Mohammadpur PS, Dhaka-1207, or to

Please be aware that if you knowingly materially misrepresent that material or activity was removed or disabled by mistake or misidentification, you may be held liable for damages (including costs and attorneys' fees).

Thank you for choosing the services of Gotipath.

Our fees will be invoiced to you with electronic billing descriptor www.gotipath.com

Notice to users from the European Union, who are subject to Consumer Rights Directive, only:

If you are not entirely satisfied with your purchase and are a consumer in the meaning of the Consumer Rights Directive 2011/83/EU, you have fourteen (14) calendar days to withdraw from the contract you have entered into with Gotipath. The withdrawal period will start on the day of the conclusion of the contract. If the last day of the period of fourteen (14) days is a Sunday or a public holiday, the next business day shall be considered the effective last day to withdraw.

Gotipath will refund the amounts paid by you, without prejudice to your obligation to provide restitution for services requested and already performed and/or supplied by Gotipath, for the period prior to the withdrawal. The amount of the refund will be reduced in proportion to what has been supplied by Gotipath, in comparison with the full coverage of the contract.

We will make commercially reasonable efforts to refund through your original method of payment or otherwise will work out a reasonable alternative.

Questions, comments and requests regarding this policy and payments are welcomed and should be addressed to support@gotipath.com or by post to  House-23 (3rd Floor), Road-12, Block-B, PC Culture Housing Society, Adabar, Mohammadpur PS, Dhaka-1207.

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